OF   THE 


DIRECTORS 


OF   THE 


/Cleveland,  Cincinnati,  Chicago  and  St.  Louis 
Railway  Company, 


TO  THE 


STOCKHOLDERS, 


1,    1889 


CINCINNATI: 
OF    ROBERT    CLARKE    &    CO. 


S  TAT  E  M 


OF    THE 


DIRECTORS 


OK   THK 


Cleveland,  Cincinnati,  Chicago  and  St.  Louis 
Railway  Company, 


TO   THE 


STOCKHOLDERS, 


JULY    1,    1889. 


CINCINNATI: 
PRESS    OF    ROBERT    CLARKE    £    CO. 


BOARD  OF  DIRECTORS. 


CORNELIUS  VANDERBILT, 
WILLIAM  K.  VANDERBILT, 
CHAUNCEY  M.  DEPEW, 
J.  PIERPONT  MORGAN, 
GEORGE  BLISS, 
H.  McK.  TWOMBLEY,    . 
JAMES  D.  LAYNG,    . 
S.  J.  BROADWELL, 
ALEXANDER  McDONALD, 
ORLAND  SMITH,     . 
MELVILLE  E.  INGALLS, 
WILLIAM  P.  ANDERSON,      . 
AMOS  TOWNSEND,    . 
JAMES  BARNETT, 
BENJAMIN  S.  BROWN, 


New   York. 


Cincinnati,  O. 


Cleveland,  O. 

<  t 

Columbus,  O. 


OFFICERS. 

M.  K.  ING  ALLS,         ....  President. 

J.  D.  LAYNG, Vice-President. 

E.  F.  OSBORN,  ....  Secretary. 

GEO.  S.  RUSSELL,         ....  Treasurer. 

OSCAR  G.  MURRAY,         .         .         .  Traffic  Manager. 

DREXEL    MORGAN   &  CO., 
New  York  City,  Financial  and  Stock  Transfer  Agents. 


M92889 


STA.TEMENT 


Directors  of  the  Cleveland,  Cincinnati,  Chi- 
cago and  St.  Louis  Ry.  Co.  to  the  stock- 
holders. 


July  1,  1889. 


On  the  J7th  of  June,  1889,  the  Cincinnati.  Indianapolis, 
St.  Louis  and  Chicago  Railway  Company,  the  Cleveland, 
Columbus,  Cincinnati  and  Indianapolis  Railway  Company, 
and  the  Indianapolis  and  St.  Louis  Railway  Company  were 
consolidated  under  the  name  of  "the  Cleveland,  Cincinnati, 
Chicago  and  St.  Louis  Railway  Company,  and  from  the  first 
day  of  Julv,  ISSJi.  the  accounts  and  operations  of  the  three 
constituent  companies  have  been  merged  into  the  consoli- 
dated company.  A  copy  of  the  agreement  for  consolidation 
will  lie  found  at  the  end  of  this  report,  for  the  information 
of  stockholders. 

Owing  to  the  difficulty  of  combining  the  reports  of  the 
various  companies  and  making  a  comprehensive  statement, 
your  directors  have  thought  it  advisable  to  omit  the  usual 
form  of  annual  report  of  earnings,  expenses,  etc.,  and  sub- 
mit in  place  thereof  the  following  statement  of  the  property 
of  the  consolidated  company,  its  liabilities,  and  situation,  as 
of . I  uly  1,  1889,  together  with  such  information  as  may  be  of 
interest  to  the  stockholders. 

(5) 


6  Statement  of  the  Directors  of  the 

The  lines  of  railway  owned  and  operated  by  this  com- 
pany are  as  follows : 

OWNED. 

Old  "  Bee  Line'"  system,  from  Cleveland  to 

Columbus,  0 : 138.00  miles. 

Old  "  Bee  Line"  system,  from  Gallon  to  In- 
dianapolis   203.00  miles. 

Old  uBee  Line"  system,  from  Delaware  to 

Springfield 50.00  miles. 

Old  "  Big  Four "  system,  from  Cincinnati  to 

Lafayette 174.82  miles. 

Old  "Big  Four"  system,  from  Lawrencebnrg 

Junction  to  Lawrenceburg 2.01  miles. 

Old  I.  &  St.  L.  system,  from  Indianapolis  to 

Terre  Haute...  72.00  miles. 


Total  mileage  owned  under  consolidation...  640.73  miles. 

LEASED    AND    OPERATED. 

The  Cincinnati,  Lafayette  and  Chicago  Kail- 
way,  from  Templeton,  Ind.,  to  Kankakee. 
111.,  including  right  to  use  tracks  of  the 
Lake  Erie  and  Western  Railway  between 
Lafayette  and  Templeton,  operated  under 
lease,  the  lessee  to  pay  operating  expenses. 
taxes,  and  interest,  The  C.  C.  C.  &  St.  L. 
Ky.  Co.  owns  all  of  the  second  mortgage 
bonds  and  all  of  the  stock,  excepting  $63, 150 
out  of  an  issue  of  $1,861,000.  There  are 
outstanding  $820,000  first  mortgage  ^even 
per  cent  bonds  upon  which  the  company 
has  to  pay  interest,  and  which  is  included 
in  its  fixed  charges 75.18  miles. 


Cleveland,  Cincinnati,  Oncacjo,  and  St.  Loui*  Ry.  Co.  7 

The  Fairland,  Franklin  and  Martinsville  Kail- 
road,  from  Fail-land,  Ind.,  to  Martinsville, 
hid.,  operated  lor  the  stockholders:  the 
C.  C.  C.  &  St.  I,.  KY.  Co.  owns  tin-  en- 
tire stock;  no  bonds 38.23  miles. 

The  Vernon,  Greensburg  and  Knshville  Kail- 
road,  from  Xoi-tli  Vernon,  Ind..  to  Knsh- 
ville,  Ind.,  operated  for  tin*  stockholders: 
tin-  C.  C.  C.  A;  St.  h.  Ky.  Go.  owns  the  en- 
tire honded  indebtedness  and  70.2'  per  cenl 
of  the  stock:  total  stock.  S.">00, ()(>(» 44.54  miles. 

The  Columbus,  1  lope  and  Greensburg  Kail  road, 
from  Columbus,  Ind..  to  Greensburg,  Ind., 
operated  tor  the  stock  holders  :  the  C.  C. 
(\  A:  St.  L.  Ky.  Co,  owns  the  entire  bonded 
indehtedness  and  lil.l  per  cent  of  the 
stock:  total  stock,  SL!;>O.OOO 24.28  miles. 

The  rincinnati  and  Southern  Ohio  Kiver  Rail- 
way, from  Lawrencelmru-.  hid.,  to  Anroi'a. 
hid.,  operated  tor  the  stockholders:  the  C. 
(\  (\  cV  St.  L.  Ky.  Co.  owning  the  entire 
capital  stock:  no  bonds 3.69  miles. 

The  Harrison  Branch  K.  K.,  from  Valley 
.1  unction.  <).,  to  Harrison,  0.;  the  0.  C.  C. 
\-  St.  L.  Ky.  ( 1o.  owns  the  entire  stock; 
no  bonds 7.83  miles. 

The  Kankakee  and  Seneca  K.  K..  from  Kan- 
kak.ee,  111.,  to  Seneca,  111.,  owned  jointly 
by  this  company  and  the  Chicago,  Rock 
Island  and  Pacific  Ky.  Co.,  each  company 
owning  one-half  of  the  stock  and  bonds: 
the  C.  C.  C.  \  St.  h.  Ky.  Co.  operates  the 


8  Statement  of  the  Directors  of  the 

railroad    for    the    owners ;     total     stock. 

§10,000;  total  bonds,  $650,000 42.08  miles. 

The  company  has  a  contract  with  the  Illinois 
Central  Railroad,  running  for  one  hun- 
dred years,  by  which  they  are  to  take  its 
through  trains  in  and  ont  of  Chicago  and 
furnish  it  terminals  in  that  city,  receiving 
therefor  a  percentage  of  the  business  in 
payment 56.00  miles. 

The  Cincinnati  and  Springfield  Kail  way,  from 
Springfield,  O.,  to  Cincinnati,  O.,  leased 
for  ninety-nine  years,  lessee  to  pay  operat- 
ing expenses  and  fixed  charges,  any  sur- 
plus to  go  to  stockholders.  The  road  be- 
tween Springfield  and  Dayton  is  operated 
under  a  lease  from  the  Cincinnati,  San- 
dusky  and  Cleveland  Ry.  Co.,  a  distance 
of  23.34  miles,  at  a  rental  of  35  per  cent  of 
its  gross  earnings.  The  C.  C.  C.  &  St.  L. 
Ry.  Co.  owns  $616,450  of  the  capital  stock 
and  $526,000  of  the  bonds  of  the  Cincin- 
nati and  Springfield  Ry.  Co. ;  total  bonded 
debt,  $2,651,000;  stock,  $1,100,000 80.50  miles. 

The  Mt.  Gilead  Short  Line,  from  Edison,  O., 
to  Mt.  Gilead,  O.,  leased  for  twenty  years 
from  April  15,  1880,  and  renewable  at  op- 
tion of  this  company  for  one,  two,  or  three 
like  terms  not  to  exceed  in  aggregate 
ninety-nine  years;  the  road  being  operated 
for  the  owners  under  lease,  the  lessee  to 
pay  one-third  of  the  net  earnings  to  the 
trustees  of  Mt.  Gilead  Township,  Morrow 
county,  0 2.00  miles. 


Cleveland,  Cincinnati,  Chicago  and  St.  Louis  Ry.  Co.  \) 

The  Dayton  and  Union  Railroad,  from  Dayton, 
( )..  to  I'nion  City,  Ind.,  joint  ownership 
with  the  Cincinnati.  Hamilton  and  Day- 
ton Railroad  Company  and  others ;  oper- 
ated independently  by  the  Dayton  and 
Union  Company 47.00  miles. 

The  St.  Louis,  Alton  and  Torre  Haute  U.  U., 
from  East  St.  Louis  to  Terre  Haute,  189 
miles,  and  the  Alton  Branch  from  Wann 
to  Alton,  111.,  4  miles:  leased  at  all  annual 
rental  of  $450,000,  with  a  provision  that 
when  the  gross  earnings  exceed  $1,750,000 
per  annum,  20  per  cent  of  such  excess  is  to 
be  paid  as  additional  rental 193.00  miles. 

Tlu'  Cairo,  Vim-en nes  and  Chicago  Railway, 
extending  from  Danville  to  Cairo,  111.,  261 
miles,  with  a  branch  from  St.  Francisville 
to  Yincennes,  9  miles,  operated  under  a 
temporary  arrangement  by  which  this  com- 
pany pays  $208,000  a  year.  It  is  ex- 
pected that  this  contract  will  be  made 
perpetual,  if  approved  by  the  stockholders 
at  the  coining  annual  meeting,  and  five 
millions  of  4  per  cent  bonds  issued  in  pay- 
ment for  the  road,  and  rentals  of  $8,000  a 
year  assumed  270.00  miles. 

Making  altogether  1422  miles  of  main  track  owned  or 
operated  by  the  com  puny,  with  28  miles  of  double  track  on 
the  various  divisions,  and  412  miles  of  sidings;  a  total  of 
1S»I2  miles  of  track;  together  with  47  miles  of  Dayton  and 
1'nion  Railway,  partially  owned  and  operated  in  harmony 
with  this  system,  and  50  miles  into  Chicago  over  the 


10  Statement  of  the  Directors  of  the 

Illinois  Central,  over  which  our  company,  by  contract,  con- 
trols the  making  of  rates  and  management  of  traffic  to  and 
from  its  system. 

All  of  the  main  line  is  laid  with  steel,  and  well  ballasted  ; 
250  miles  of  sidings  on  the  main  line  are  also  laid  with 
steel.  There  are  left  in  the  branches  118  miles  of  iron. 

The  equipment  of  the  consolidated  company  on  the  first 
of 'July  consisted  of  323  locomotives,  295  passenger  cars,  and 
12,971  freight  cars. 

The  gross  earnings  of  the  entire  system,  con- 
solidated, for  the  year  ending  June  30, 

1889,  were §11,453,992  66 

The  operating  expenses  were 7,594,171  74 

Net  earnings 3,859,820  92 

The  fixed  charges  of  the  new  company  for 
bond  interest,  rentals,  and  taxes  (the  lat- 
ter being  estimated)  will  be 2,871,674  43 

The  capital  stock  of  the  new  company  consists  of 
$10,000,000  of  preferred  stock,  dividends  on  which  arc  lim- 
ited to  5  per  cent,  and  $20,500,000  of  common  stock. 

A  balance  sheet  of  the  company,  as  of  the  first  of  July, 
is  annexed  hereto ;  also  a  map  showing  the  railway  of  the 
company  and  the  country  through  which  it  extends. 

The  company  has  very  large  terminal  properties  in  the 
cities  of  Cleveland,  Columbus,  Cincinnati,  Indianapolis,  East 
St.  Louis,  and  the  intermediate  cities  on  the  line;  but  addi- 
tional tracks,  freight  houses,  and  shops  are  necessary,  in 
order  to  consolidate  these  terminals,  and  work  the  line  as 
economically  as  it  should  be.  The  large  business  of  the  com- 
pany further  makes  it  necessary  that  additional  side  tracks 
should  be  put  upon  some  parts  of  the  line,  and  that  at  least 
25  miles  of  second  (double)  track  should  also  be  built. 

By  the  purchase  of  additional  cars,  a  large  saving  in  ex- 


Cleveland,  Cincinnati,  Chicago  and  St.  Louis  Ry.  Co.  11 

pciises  can  also  be  made,  as  flu-  consolidated  companies  paid 
out  last  year,  in  mileage  to  foreign  roads,  al>out  £:><M),000,  or 
the  interest,  at  six  per  cent,  on  $5,000,000,  while  the  expend- 
iture of  probably  one  and  a  half  millions  would  carrv  the 
Balance  to  the  other  side  of  the  ledger.  Altoo-ether,  tor  new 
equipment,  terminals,  sidings,  and  douhle  track,  it  would 
seem  very  desirable  that  a  fund  of  8:*. .">(>(), ()<)()  should  he  pro- 
vided, and  this  subject  shall  have  the  consideration  of  your 
Directors  at  an  early  date. 

All  of  which  is  respectfully  subnfltted. 

M.     K.     IX(JALLS, 

CINCINNATI,  ()iim.  October  lo,  issn.  President. 


12 


Statement  of  the  Directors  of  the 


The  Cleveland,  Cincinnati,  Chicago  and  St.  Louis  Ry.  Co. 

BALAISTCE  SHEET. 

To  July  1,  1889. 

ASSETS. 


Construction 

Big  Four  Grain  Elevator 

General  Supplies.. j 

C.  L.  &  C.  Ry.  First  Mortgage  Bonds | 

C.  L.  &  C.  Ry.  Second  Mortgage  Bonds I 

C.  H.  &G.  Ry.  First  Mortgage  Bonds 

K.  &  S.  Ry.  First  Mortgage  Bonds ! 

V.  G.  &  R.  Ry.  First  Mortgage  Bonds  

C.  &  S.  Ry.  Second  Mortgage  Bonds ! 

D.  &  U.  R.  R.  Income  Bonds I 

C.  L.  &  C.  Ry.  Preferred  Stock 

Harrison  Branch  R.  R.  Stock  

F.  F.  &  M.  R.  R.  Stock 

V.  G.  &  R.  R.  R.  Stock  j 

C.  H.  &  G.  R.  R.  Stock  

C.  I.  St.  L.  &  C.  Ry.  Stock 

D.  &  U.  R.  R.  Stock : 

C.  C.  C.  &  I.  Ry.  Stock ; 

Central  U.  D.  &  Ry.  Co.,  Cincinnati,  Preferred  Stock 

Central  U.  D.  &  Ry.  Co.,  Cincinnati,  Common  Stock ! 

Union  Depot  Co.,  Columbus,  Stock 

River  View  Hotel  Co.  Stock 

Galion  Stock  Yards  Co.  Stock ' 

Indianapolis  Union  Ry ; 

Cincinnati  Chamber  of  Commerce  Certificates 

Riverside  Land 128,761  79 

Harrison  Avenue  Land 3,937  25 

Grundy  County  Land 490  00 

Real  Estate  and  Woodlands 18,283  28 

Pendleton  Stone  Quarry 4,707  86 

Plum  St.  Depot  Improvement 12,750  93 

Clark's  Hill  Elevator 2,773  02 

Special  Bond  Redemption  Fund. 

Advances  to  Branch  Lines.— 
Cin.  &  Springfield  Ry.  Advances. $2,951,814  39 


-1545,303,500  39 
215,757  86 


258,000  00 

840,000  00 

275.000  00 

325,000  00 

450,000  00 

526,000  00 

12,000  00 

178,685  00 

200,000  00 

50,000  00 

37,520  65 

15,275  00 

700  00 

6,002  50 

8,400  00 

200,000  00 

75,000  00 

37,298  75 

10,000  00 

2,557  50 

14,600  00 

800  00 


71,704  13 
350,855  72 


$45,519,258  25 
409,571  95 


C.  L.  &  C.  Ry.  Debt  Account  
K.  &  S.  Ry.  Bond  Interest  
V.  G.  &  R.  Ry.  Construction  Acc't. 
C.  H.  &  G.  Ry.  Construction  Acc't. 
St  Louis  Extension 

242,472  05 
117,000  00 
188,703  42 
31,218  63 
3825  01 

Mt.  Gilead  Short  Line  

13,317  39 

s°  ^m  '^o  V} 

Less  Credit  Balance  K.  &  S.  Ry.  . 

6,496  08 

3,541,854  81 

7  487  O!i4  OPi 

Cash  in  Hands  of  Treasurer  

518,996  23 

Bills  Receivable    ...   
Station  Agents'  Balances.  
Accounts  Receivable,  Balances  due 
Go's  etc 

from  R.  R.  Co's,  Trans. 

7.441  08 
99,283  62 

302  644  85 

United  States  Government.     
Total 

« 

79,243  42 

1,007,609  20 
$54  423  693  46 

CLEVELAND,  O.,  September  14,  1889. 


Cleveland,  Cincinnati,  Chicago,  and  *SY.  Loui-s  Ry,  Go. 


The  Cleveland,  Cincinnati,  Chicago  and  St.  Louis  Ry.  Co, 

BALANCE  SHEET. 

To  July  1,  1889. 

LIABILITIES. 


Capital  Stock,  Common  
Capital  Stock  Preferred 

$20,500.000  00 
10000  000  00 

$30  500  000  00 

C.  &  I.  R.  R.  First  Mortgage  Bonds,  1862  
C.  &  I.  R.  R.  Second  Mortgage  Bonds,  18(57  
L.  R.  R.  Funded  Coupon  Bonds  
I.  C.  &  L.  R.  R.  Mortgage  Bonds.  1867  
C.  I.  St.  L.  &  C.  Rv.  First  ConsolTSix  Per  Cent,  Mtg.  Bonds. 
C.  I.  St.  L.  &  C.  Ry.  Gen'l  First  Mtg.  Four  Per  Cent  Bonds.. 
B.  &  I.  R.  R.  First  Mortgage  Bonds  
C.  C.  C.  &  I.  Rv.  First  Mortgage  S.  F.  Bonds  
C.  C.  C.  &  I   Rv  First  Consul  Mort<ra"e  15onds 

297,000  00 
742,000  00 
2:;,750  00 
:!'.»5,000  00 
770,  000  00 
ti.7715,000  00 
216,000  00 
:],000.(XX)  00 
t  (IT:1,  000  00 

C.  C.  C.  &  I.  Ry.  General  Consol.  Mortgage  Bonds  
I.  &  St.  L.  R.  R.  First  Mortgage  Bonds  .     
1.  &  St.  L.  Ry.  First  Mortgage  Bonds  

Bills  Pavable  

:;,-jo:,,ooo  oo 

2,000,000  00 
500,000  00 

20,091  00 

22,003,750  00 

Bills  Audited  (includes  June,  ISv.i.  Pay  Rolls)  
Accrued  Interest  on  Bonds  not  due  
Coupons  Unpaid  

1.072,1X50  7:; 
207,787  51 
l.VJ.::56  50 

Dividends  Unpaid  

I.  &  St.  L.  R.  R.  Second  Mortgage  Bonds  Unredeemed  
I.  C.  &  L.  R.  R.  Equipment  Bond  Unredeemed  
I.  &  C.  R.  R.  Mortgage  Bond,  1858,  Unredeemed  

Balance  to  Credit  of  Income,  July  1,  1880  

3,758  00 

5,851  20 
500  00 
1,000  00 

1,463,053  74 

7,.  '551   20 
449,538  52 

Total $54,423,693  4G 


P.  A.  HEWITT,  Audito,-. 


14  Statement  of  the  Directors  of  ike 


AGREEMENT  OF  CONSOLIDATION  of  the  CLEVELAND, 
COLUMBUS,  CINCINNATI  AND  INDIANAPOLIS  RAILWAY  COM- 
PANY, tin-  INDIANAPOLIS  AND  ST.  Louis  RAILWAY  COM- 
PANY, and  the  CINCINNATI,  INDIANAPOLIS,  ST.  Lor  is  AND 
CHICAGO  RAILWAY  COMPANY. 

Whereas,  the  line  of  railroad  of  the  Cleveland,  Colum- 
bus, Cincinnati  and  Indianapolis  Railway  Company  extends 
from  Cleveland  in  the  State  of  Ohio  to  Indianapolis  in  the 
State  of  Indiana,  tlie  said  company  being  a  consolidated 
company  of  the  States  of  Ohio  and  Indiana,  and  the  line  of 
railroad  of  the  Indianapolis  and  St.  Louis  Railway  Com- 
pany extends  from  Indianapolis  to  Terre  Haute,  in  the  State 
of  Indiana,  the  said  company  being"  a  corporation  of  the 
State  of  Indiana,  and  the  line  of  railroad  of  the  Cincinnati, 
Indianapolis,  St.  Louis  and  Chicago  Railway  Company  ex- 
tends from  Cincinnati,  in  the  State  of  Ohio,  to  Lafayette,  in 
the  State  of  Indiana,  the  said  company  being  a  corporation 
of  the  State  of  Indiana;  and 

Whereas,  the  line  of  the  last-named  company  crosses  and 
intersects  the  lines  of  the  first  and  second  named  companies 
at  Indianapolis,  forming  with  each  of  them,  and  forming 
with  each  other,  continuous  lines  of  railroad ;  and  the  said 
companies  are  authorized  by  the  laws  of  the  States  of  Ohio 
and  Indiana  to  consolidate  their  stock  and  property,  and  de- 
sire so  to  do. 

THEREFORE  THIS  AGREEMENT  WITNESSETH  :  That  the  said 
companies,  acting  herein  by  the  authority  of  resolutions  of 
the  several  Boards  of  Directors  thereof,  and  subject  to  the 
ratification  of  the  stockholders  thereof,  required  by  law,  in 
consideration  of  the  mutual  agreements,  covenants,  pro- 
visions, and  grants  herein  contained,  do  bereby  agree  to  con- 
solidate their  roads,  property,  rights  and  franchises,  so  as  to 
become  one  corporation,  and  by  these  presents  do  merge  and 


Cleveland,  ('inrinH'iii,  Chicago  and  St.  Louis  /»'//.  Co.  15 

consolidate  their  capital  slock.  franchises,  and  property  into 
one  company,  to  be  known  l>y  the  name  of  "The  Cleveland, 
Cincinnati,  Chicago  and  St.  Louis  Railway  Company,"  upon 
the  following  terms  and  conditions,  to  wit  : 

KIIIST. —  All  the  rights,  franchises.  privileges,  property, 
appurtenances  of  every  description,  clioses  in  action,  debts, 
dues  and  demands  of  each  of  the  several  companies  parties 
hereto,  shall  vest  in  the  consolidated  company. 

Si-icoM). — The  consolidated  company  shall  assume  and  be 
bound  by  all  liabilities  and  obligations  of  each  of  the  several 
companies  parties  hereto. 

Tinun. — The  capital  stock  of  the-  consolidated  company 
shall  amount  to  thirty  million  five  hundred  thousand  dollars, 
divided  into  common  and  preferred  stock  as  follows:  Two 
hundred  and  five  thousand  shares  of  one  hundred  dollars 
each,  amounting  to  twenty  million  five  hundred  thousand 
dollars  of  common  stock,  and  one  hundred  thousand  shares 
of  one  hundred  dollars  each,  amounting  to  ten  millions  of  dol- 
lars of  preferred  stock.  The  net  earnings  of  the  consolidated 
company  in  each  and  every  year  shall  he  divided  as  follows: 
first,  not  exceeding  five  per  cent,  in  (quarterly  installments  to 
the  holders  of  the  preferred  stock  :  and  the  residue  as  may 
be  ordered  from  time  to  time  by  the  IJoad  of  Directors, 
among  the  holders  of  the  common  stock,  beginning  with 
the  fiscal  year  'next  after  the  ratification  of  this  agreement. 

KOI  HTII. — The  consolidated  company  shall  not  issue  anv 
evidences  of  funded  debt,  or  execute  any  lease  of  railwav 
property,  which  may  entail  increased  fixed  charges,  except 
by  the  consent  of  a  majority  in  interest  of  the  holders  of 
the  said  preferred  stock,  to  be  expressed  in  writing  under 
their  signatures  respectively,  or  declared  at  a  meeting  <>l 
such  preferred  stockholders  to  be  called  for  that  pur- 
pose: with  the  exception  of  the  five  million  four  per  cent 
one  hundred  year  bonds,  or  other  evidence  of  indebtedness, 
proposed  to  be  issued  for  the  purchase  or  acquirement,  in 
lawful  form,  of  the  Cairo,  Yincennes  and  Chicago  Railway, 
which  said  evidence  of  indebtedness  is  hereby  authorized, 
if  said  pin-chase  or  acquirement  shall  hereafter  he  deter- 
mined upon. 


16  Statement  of  the  Directors  of  the 

FIFTH. — The  number  of  directors  of  the  consolidated 
company  shall  be  fifteen,  and  the  officers  shall  be  a  Presi- 
dent, a  Vice-President,  a  Treasurer  and  a  Secretary. 

The  residence  of  said  Directors  and  officers  shall  be  as 
follows:  seven  Directors  in  the  City  of  2s  ew  York  and 
State  of  is'ew  York;  eight  Directors  in  the  State  of  Ohio 
(five  in  the  city  of  Cincinnati,  two  in  the  city  of  Cleveland, 
and  one  in  the  city  of  Columbus).  The  President  shall  re- 
side in  the  city  of  Cincinnati  and  State  of  Ohio,  the  Treas- 
urer and  the  Secretary  in  the  city  of  Cincinnati  in  the  State 
of  Ohio,  the  Vice-President  in  the  City  of  New  York  and 
State  of  New  York. 

The  names  and  places  of  residence  of  the  first  Board  of 
Directors  of  the  consolidated  company,  who  shall  serve  as 
such  until  their  successors  shall  have  been  elected  and  quali- 
fied according  to  law,  shall  be  as  follows  : 

1.  Cornelius  Vanderbilt,  Xew  York. 

2.  William  K  Vanderbilt,       " 

3.  Chauncey  M.  Depew. 

4.  J.  Pierpont  Morgan, 

5.  George  Bliss, 

(5.  H.  McK.  Twombley, 

7.  James  D.  Layng, 

8.  S.  J.  Broadwell,         Cincinnati,  Ohio. 

9.  Alexander  McDonald, 

10.  Orland  Smith, 

11.  Mellville  E.  Ingalls, 

12.  William  P.  Anderson, 

13.  Amos  Townsend,         Cleveland,  Ohio. 

14.  Truman  P.  Handy, 

15.  Benjamin  S.  Brown,  Columbus,  Ohio. 

SIXTH. — The  manner  of  converting  the  capital  stock  of 
each  of  the  constituent  companies  parties  hereto  into  the 
capital  stock  of  the  consolidated  company  shall  be  as  follows  : 

For  each  share  of  the  present  capital  "stock  of  the  Cin- 
cinnati, Indianapolis,  St.  Louis,  and  Chicago  Railway  Com- 
pany shall  be  issued,  upon  the  surrender  thereof  to  the  con- 


Cleveland,  Cincinnati,  f.  Vmv/f/o  and  St.  Louis  Ri/.  Co.  17 

solidated  company,  one  share  of  preferred  slock  and  thirty 
per  cent  of  one  share  of  the  common  stock  of  the  consoli- 
dated company. 

For  each  share,  of  the  capital  stock  of  the  Cleveland, 
rohnnhus.  Cincinnati  and  Indianapolis  Uailway  Company 
surrendered  to  the  consolidated  company  shall  he  issued  to 
the  holder  thereof  common  stock  of  the  consolidated  com- 
pany at  the  rate  of  one  hundred  and  thirteen  and  one-third 
dollars  in  stock  of  the  consolidated  company  for  one  hun- 
dred dollars  in  stock  of  the  said  Cleveland,  Columbus,  Cin- 
cinnati and  Indianapolis  Uailway  Company. 

The  entire  capital  stock  of  the  Indianapolis  and  St. 
Louis  Railway  Company,  being  now  the  property  of  the 
Cleveland,  Columbus,  Cincinnati  and  Indianapolis  Railway 
Company,  five  thousand  shares  of  the  capital  stock  of  the 
consolidated  company,  shall  he  issued  therefor  to  the  holders 
of  the  stock  of  the  Cleveland,  Columbus,  Cincinnati  and 
Indianapolis  Railway  Company  in  proportion  to  their  re- 
spective holdings  of  stock  in  the  last  named  compaay,  being 
at  the  rate  of  three  and  one-third  dollars  in  stock  of  the 
consolidated  company,  for  each  share  of  the  said  Cleve- 
land, Columbus,  Cincinnati  and  Indianapolis  Railway  Com- 
pany. 

Scrip  convertible  into  stock  shall  be  issued  for  fractions 
of  shares  of  preferred  and  common  stock. 

These  exchanges  and  deliveries  of  stock  shall  be  made 
as  soon  after  the  ratification  of  this  agreement  by  the  stock- 
holders of  the  three  constituent  companies  as  shall  be  prac- 
ticable. 

Nothing  in  this  agreement  shall  prevent  the  directors  of 
each  of  the  constituent  companies  from  declaring  and  pay- 
ing dividends  out  of  the  net  earnings  of  said  companies 
respectively  until  this  agreement  shall  have  gone  into  effect. 

The  holders  of  the  preferred  stock  shall  be  entitled  to 
and  shall  receive  from  the  consolidated  company  at  the  rate 
of  five  per  cent  per  annum  from  the'  taking  effect  of  this 
agreement  until  the  beginning  of  the  fiscal  year  next  after 
the  said  debt. 

SEVENTH. — The  net   income  constituting  the  fund  appli- 


18  Statement  of  the  Directors  of  the 

cable  to  the  payment  of  dividends  upon  the  said  preferred 
stock  shall  be  computed,  ascertained  and  determined  for  each 
three  months  ending  on  the  thirtieth  day  of  September,  on 
the  thirty-first  day  of  December,  on  the  thirty-first  day  of 
March,  and  on  the  thirtieth  day  of  June  respectively  in  each 
and  every  year,  in  the  manner  following,  /.  e.  : 

From  the  earnings  derived  from  the  operations  of  the 
railroads  of  the  consolidated  company  hereby  formed,  during 
such  three  months,  shall  be  deducted  all  the  expenses  of 
operating  and  maintaining,  repairing  and  renewing  the  rail- 
roads and  equipments,  and  for  carrying  on  their  business, 
including  amounts  due  for  rental,  lease  of  land  and  other 
property,  during  the  period  covered  by  such  computation, 
the  amount  of  interest  on  any  bonds  and  obligations  of  such 
railway  companies  accrued  during  the  period  of  such  com- 
putation, and  all  taxes  and  assessments  levied  during  the 
said  three  months  by  lawful  authority  upon  the  railway 
company  or  its  property,  or  which  the  said  railway  com- 
pany is  or  may  become  liable  to  pay. 

The  net  income  which  may  arise  in  any  one  fiscal  year, 
to  wit,  from  the  thirtieth  day  of  June  in  one  year  to  the 
thirtieth  day  of  June  in  the  next  succeeding  year,  applicable 
to  the  payment  of  dividends  upon  the  said  preferred  stock, 
shall  only  be  applied  to  the  extent  of  five  per  cent  for  the 
said  fiscal  year,  but  the  net  income  in  any  one  quarter,  which 
shall  exceed  the  sum  necessary  to  provide  a  dividend  of  one 
and  one  quarter  per  cent  for  that  quarter,  may  be  applied  to 
the  payment  of  any  deficiency  of  the  net  income  of  any 
other  quarter  of  said  fiscal  year. 

EIGHTH. — This  agreement  for  consolidation  shall  take 
effect  upon  its  being  adopted  by  the  directors  of  the  con- 
stituent companies,  and  upon  ratification  and  adoption  by 
the  stockholders  of  each  of  the  constituent  companies,  and 
upon  filing  the  same  in  the  office  of  the  Secretary  of  State 
of  each  of  the  States  of  Ohio  and  Indiana,  and  upon  the 
due  making  and  perfecting  of  these  articles  of  agreement  as 
required  by  law. 

XINTH. — The  several  constituent  companies,  each  for  it- 
self and  not  for  the  other,  in  consideration  of  the  premises. 


Cleveland,  Cindiiit'tti,  Chicago  and  tit.  Lnui*  Jii/.  Co.  1!) 

doth  hereby  grant,  convey,  assign  and  set  over  and  vest  in 
the  said  consolidated  company,  for  the  purpose  of  such 
consolidation,  all  of  the  railroads,  property,  rights,  privi- 
leges, franchises,  and  powers  now  held  by  it,  or  in  or  to 
which  it  has  any  right,  title,  interest,  or  claim  either  in  law 
or  equity. 

IN  WITNESS  \VIIEMKOK,  the  said  Cleveland,  Columbus,  Cm-- 
cinnati  and  Indianapolis  Railway  Company,  by  its  Board  of 
Directors,  has  caused  its  corporate  seal  to  be  hereunto  affixed 
and  these  presents  to  be  signed  by  its  President  and  Secretary, 
and  a  majority  of  its  said  board  have  hereunto  set  their 
hands  and  seals  the  twenty-seventh  day  of  March,  1889; 
and  the  said  Indianapolis  and  St.  Louis  Railway  Company, 
by  its  Board  of  Directors,  has  caused  its  corporate  seal  to  be 
hereunto  affixed,  and  these  presents  to  be  signed  by  its 
President  and  Secretary,  and  a  majority  of  its  said  Board 
have  hereunto  set  their  hands  and  seals  the  twenty-seventh 
day  of  March,  1889;  and  the-  said  Cincinnati,  Indianapolis, 
St.  Louis  and  Chicago  .Railway  Company,  by  its  Board  of 
Directors,  has  caused  its  corporate  seal  to  be  hereunto  affixed, 
and  these'  presents  to  be  signed  by  its  President  and  Secre- 
tary, and  a  majority  of  its  said  Board  have  hereunto  set  their 
hands  and  seals  the  nineteenth  day  of  March,  1889. 


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MAP  OF  THE 

CLEVELAND,  CINCINNATI, 
CHICAGO  &  ST.  Louis  Ry. 


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